CONSENT TO ASSIGNMENT
Reference is made to the Transfer Agency Agreement dated as of March
20, 1989 ("Transfer Agency Agreement") by and between WPG Growth Fund (the
"Fund") and Boston Safe Deposit and Trust Company ("Boston Safe") pursuant to
which Boston Safe provides certain transfer agent services to the Fund.
The undersigned, a duly authorized officer of the Fund, hereby agrees
and consents on behalf of the Fund, in accordance with the provisions of the
Transfer Agency Agreement, to the assignment of the Transfer Agency Agreement by
Boston Safe to TBC Shareholder Services, Inc., a Massachusetts corporation
("SSI"), and the undersigned further agrees and consents on behalf of the Fund
to the acquisition of SSI by a subsidiary of American Express Company and to
such further assignment of the Transfer Agency Agreement as may occur in
connection with said acquisition. Such consents shall be effective at such time
as SSI or such American Express subsidiary has received the regulatory approvals
necessary to engage in the business of providing transfer agency services, and
are conditioned expressly upon the representations of Boston Safe to the Fund
that SSI and/or such other American Express subsidiary, whichever shall be
serving as transfer agent, shall have substantially the same equipment and
personnel at the time of such acquisition as were used by Boston Safe, and shall
have adequate capital resources to conduct its business at a level of quality
substantially similar to that of Boston Safe.
WPG Growth Fund
Date: June 15, 1989 By: /S/
-------------------------------
Title: Vice President and
Secretary
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TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of March 20, 1989 between WPG GROWTH FUND (the
"Trust"), a Massachusetts business trust, having its principal office and place
of business at Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and BOSTON SAFE
DEPOSIT AND TRUST COMPANY (the "Transfer Agent"), a Massachusetts trust company
with principal offices at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H:
--------------------
That for and in consideration of the mutual promises hereinafter set
forth, the Trust and the Transfer Agent agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words
------------
and phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Authorized Person" shall be deemed to include the President,
any Vice President, the Secretary, any Assistant Secretary, Treasurer or any
Assistant Treasurer of the Trust, or any other person, whether or not such
person is an officer or employee of the Trust, duly authorized to give Oral
Instructions or Written Instructions on behalf of the Trust as indicated in a
certificate furnished to the Transfer Agent pursuant to Section 5(d) or 5(e)
hereof as may be received by the Transfer Agent from time to time.
(b) "Commission" shall have the meaning given it in the 1940 Act;
(c) "Custodian" refers to the custodian and any sub-custodian of
all securities and other property which the Trust may from time to time deposit,
or cause to be deposited or held under the name or account of such custodian
(pursuant to the Custodian Agreement between the Trust and Boston Safe Deposit
and Trust Company, dated as of March 20, 1989);
(d) "Declaration of Trust" shall mean the Declaration of Trust of
the Trust dated April 13, 1988 as the same may be amended from time to time;
(e) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(f) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the Trust's
Shares under the Securities Act of 1933, as amended, and the 1940 Act;
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(g) "Shares" refers to shares of beneficial interest of the Trust;
(h) "Shareholder" means a record owner of Shares;
(i) "Trustees" or "Board of Trustees" refers to the duly elected
Trustees of the Trust;
(j) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be an Authorized
Person and actually received by the Transfer Agent; and
(k) The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations promulgated thereunder, all as amended from time to
time.
2. APPOINTMENT OF THE TRANSFER AGENT. The Trust hereby appoints and
---------------------------------
constitutes the Transfer Agent as transfer agent for its Shares and as
shareholder servicing agent for the Trust, and the Transfer Agent accepts such
appointment and agrees to perform the duties hereinafter set forth.
3. COMPENSATION
------------
(a) The Trust will compensate the Transfer Agent for the
performance of its obligations hereunder in accordance with the fees set forth
in the written schedule of fees annexed hereto as Schedule A and incorporated
herein. Schedule A does not include out-of-pocket disbursements of the Transfer
Agent for which the Transfer Agent shall be entitled to xxxx the Trust
separately.
The Transfer Agent will xxxx the Trust as soon as practicable after the
end of each calendar month, and said xxxxxxxx will be detailed in accordance
with the Schedule A. The Trust will promptly pay to the Transfer Agent the
amount of such billing.
Out-of-pocket disbursements shall include, but shall not be limited to,
the items specified in the written schedule of out-of-pocket charges annexed
hereto as Schedule B and incorporated herein. Schedule B may be modified by the
Transfer Agent upon not less than 30 days' prior written notice to the Trust.
Unspecified out-of-pocket expenses shall be limited to those out-of-pocket
expenses reasonably incurred by the Transfer Agent in the performance of its
obligations hereunder. Reimbursement by the Trust for expenses incurred by the
Transfer Agent in any month shall be made as soon as practicable after the
receipt of an itemized xxxx from the Transfer Agent.
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(b) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule A of this Agreement a revised Fee Schedule,
dated and signed by an Officer of each party hereto.
4. DOCUMENTS. In connection with the appointment of the Transfer Agent,
----------
the Trust shall, on or before the date this Agreement goes into effect, but in
any case, within a reasonable period of time for the Transfer Agent to prepare
to perform its duties hereunder, furnish the Transfer Agent with the following
documents:
(a) A certified copy of the Declaration of Trust, as amended;
(b) A certified copy of the By-laws of the Trust, as amended;
(c) A copy of the resolution of the Trustees authorizing the
execution and delivery of this Agreement;
(d) If applicable, a specimen of the certificate for Shares of the
Trust in the form approved by the Trustees, with a certificate of the Secretary
of the Trust as to such approval;
(e) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Trust;
(f) A certified list of Shareholders of the Trust with the name,
address and taxpayer identification number of each Shareholder, and the number
of Shares of the Trust held by each, certificate numbers and denominations if
any certificates have been issued), lists of any accounts against which stop
transfer orders have been placed, together with the reasons therefore, and the
number of Shares redeemed by the Trust;
(g) An opinion of counsel for the Trust with respect to the
validity of the Shares and the status of such Shares under the Securities Act of
1933, as amended; and
(h) A signature card bearing the signatures of any Officer of the
Trust or other Authorized Person who will sign Written Instructions.
5. FURTHER DOCUMENTATION. The Trust will also furnish from time to time
----------------------
the following documents:
(a) Each resolution of the Trustees authorizing the original
issuance of Shares;
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(b) The Registration Statement of the Trust and all preeffective
and post-effective amendments thereto filed with the Commission;
(c) A certified copy of each amendment to the Declaration of Trust
and the By-laws of the Trust;
(d) Certified copies of each vote of the Trustees designating
Authorized Persons;
(e) Certificates as to any change in any Officer or Trustee of the
Trust;
(f) Such other certificates, documents or opinions as the Transfer
Agent deems to be appropriate or necessary for the proper performance of its
duties hereunder
6. REPRESENTATIONS OF THE TRUST. The Trust represents to the Transfer
-----------------------------
Agent that all outstanding Shares are validly issued, fully paid upon settlement
and non-assessable by the Trust. When Shares are hereafter issued in accordance
with the terms of the Trust's Declaration of Trust and its Prospectus, such
Shares shall be validly issued, fully paid upon settlement and non-assessable by
the Trust.
In the event that the Trustees shall declare a distribution payable in
Shares, the Trust shall deliver to the Transfer Agent written notice of such
declaration signed on behalf of the Trust by an officer thereof, upon which the
Transfer Agent shall be entitled to rely for all purposes, certifying (i) the
number of Shares involved, (ii) that all appropriate action has been taken, and
(iii) that any amendment to the Declaration of Trust of the Trust which may be
required has been filed and is effective. Such notice shall be accompanied by an
opinion of counsel for the Trust relating to the legal adequacy and effect of
the transaction.
7. DUTIES OF THE TRANSFER AGENT. The Transfer Agent shall be
----------------------------
responsible for administering and/or performing transfer agent functions; for
acting as service agent in connection with dividend and distribution functions;
and for performing shareholder account and administrative agent functions in
connection with the issuance, transfer and redemption or repurchase (including
coordination with the Custodian) of Shares. The operating standards and
procedures to be followed shall be determined from time to time by agreement
between the Transfer Agent and the Trust and shall be expressed in a written
schedule of duties of the Transfer Agent annexed hereto as Schedule C and
incorporated herein.
8. RECORD KEEPING AND OTHER INFORMATION. The Transfer Agent shall
------------------------------------
create and maintain all necessary records in accordance with all applicable
laws, rules and regulations, including, but not limited to, records required by
Section 31(a) of the 1940 Act, by the federal tax laws and regulations and those
records pertaining to the
-5-
various functions performed by it hereunder which are set forth in Schedule C
hereto. All records shall be the property of the Trust and shall be available
during regular business hours for inspection and use by the Trust and shall be
surrendered promptly to the Trust upon request. Where applicable, such records
shall be maintained by the Transfer Agent for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
Upon reasonable notice by the Trust, the Transfer Agent shall make
available during regular business hours its facilities and premises employed in
connection with the performance of its duties under this Agreement for
reasonable visitation by the Trust, or any person retained by the Trust.
9. OTHER DUTIES. In addition to the duties expressly set forth in
------------
Schedule C to this Agreement, the Transfer Agent shall perform such other duties
and functions, and shall be paid such amounts therefor, as may from time to time
be agreed upon in writing between the Trust and the Transfer Agent. Such other
duties and functions shall be reflected in a written amendment to Schedule C,
dated and signed by an officer of each party hereto. The compensation for such
other duties and functions shall be reflected in a written amendment to Schedule
B pursuant to Section 3(c) hereof.
10. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS
----------------------------------------
(a) The Transfer Agent will be protected in acting upon Written or
Oral Instructions believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until receipt of a Written Instruction thereof from the
Trust. The Transfer Agent will also be protected in processing Share
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Trust and the proper countersignature of the
Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized
Person of the Trust for Written Instructions and may seek advice from legal
counsel for the Trust, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in accordance with
such Written Instructions or in accordance with the opinion of counsel for the
Trust or for the Transfer Agent. Written Instructions requested by the Transfer
Agent will be provided by the Trust within a reasonable period of time. In
addition, the Transfer Agent, its officers, agents or employees, shall accept
Oral Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Trust only if said representative is
known by the Transfer Agent, or its officers, agents or employees, to be an
Authorized Person. The Transfer Agent shall have no duty or obligation to
-6-
inquire into, nor shall the Transfer Agent be responsible for, the legality of
any act done by it upon the request or direction of an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the issuance or sale of
any Shares or the sufficiency of the amount to be received therefor; (ii) the
legality of the redemption of any Shares in accordance with procedures mutually
agreed upon by the parties, or the propriety of the amount to be paid therefor;
(iii) in accordance with procedures approved by the Trust, the legality of the
declaration of any dividend by the Trustees, or the legality of the issuance of
any Shares in payment of any dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares.
11. ACTS OF GOD, ETC. The Transfer Agent will not be liable or
-----------------
responsible for delays or errors by reason of circumstances beyond its control,
including acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown beyond its control, flood or
catastrophe, acts of God, insurrection, war, riots or failure beyond its control
of transportation, communication or power supply.
12. DUTY OF CARE AND INDEMNIFICATION. The Trust will indemnify the
---------------------------------
Transfer Agent against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not resulting from
the bad faith or negligence of the Transfer Agent, and arising out of, or in
connection with, its duties on behalf of the Trust hereunder. In addition, the
Trust will indemnify the Transfer Agent against and hold it harmless from any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit as a
result of: (i) any action taken in accordance with Written or Oral Instructions,
or any other instructions, or share certificates reasonably believed by the
Transfer Agent to be genuine and to be signed, countersigned or executed, or
orally communicated by an Authorized Person; (ii) any action taken in accordance
with written or oral advice reasonably believed by the Transfer Agent to have
been given by counsel for the Trust or its own counsel; or (iii) any action
taken as a result of any error or omission in any record (including but not
limited to magnetic tapes, computer printouts, hard copies and microfilm copies)
delivered, or caused to be delivered by the Trust to the Transfer Agent in
connection with this Agreement.
In any case in which the Trust may be asked to indemnify or hold the
Transfer Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and the Transfer Agent will use reasonable
care to identify and notify the Trust promptly concerning any situation which
presents or appears likely to present a claim for indemnification against the
Trust. The Trust shall have the option to defend the Transfer Agent against any
claim which may be the subject of this indemnification, and, in the event that
the Trust so elects, such defense shall be
-7-
conducted by counsel chosen by the Trust and reasonably satisfactory to the
Transfer Agent, and thereupon the Trust shall take over complete defense of the
claim and the Transfer Agent shall sustain no further legal or other expenses in
such situation for which it seeks indemnification under this Section 12. The
Transfer Agent will not confess any claim or make any compromise in any case in
which the Trust will be asked to provide indemnification, except with the
Trust's prior written consent. The obligations of the parties hereto under this
Section shall survive the termination of this Agreement.
13. TERM AND TERMINATION.
--------------------
(a) This Agreement shall become effective on the date first set
forth above and shall continue in effect from year to year thereafter unless
terminated pursuant to Section 13(b) of the Agreement.
(b) This Agreement may be terminated by either party on 120 days'
written notice without payment of any penalty provided that in the event that
the Transfer Agent elects to discontinue its transfer agent services to all of
its non-affiliated investment companies, the Transfer Agent shall provide the
Trust with 240 days' written notice prior to such termination date or such
shorter period as the parties may mutual agree. In the event such notice is
given by the Trust, it shall be accompanied by a resolution of the Board of
Trustees, certified by the Secretary, electing to terminate this Agreement and
designating a successor transfer agent or transfer agents or undertaking to make
such designation at least 30 days prior to the effective date of such
termination. Upon such termination and at the expense of the Trust, the Transfer
Agent will deliver to such successor a certified list of shareholders of the
Trust (with names, addresses and taxpayer identification or Social Security
numbers and such other federal tax information as the Transfer Agent may be
required to maintain), an historical record of the account of each shareholder
and the status thereof, and all other relevant books, records, correspondence,
and other data established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Trust, and will cooperate in
the transfer of such duties and responsibilities, including provisions for
assistance from the Transfer Agent's personnel in the establishment of books,
records and other data by such successor or successors.
14. AMENDMENT. This Agreement may not be amended or modified in any
----------
manner except by a written agreement executed by both parties.
15. SUBCONTRACTING. The Trust agrees that the Transfer Agent may, in
--------------
its discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
subcontractor shall not relieve the Transfer Agent of its responsibilities
hereunder and provided further
-8-
that the appointment of a subcontractor other than an affiliate of the Transfer
Agent shall be preceded by 30 days written notice to the Trust.
16. USE OF TRANSFER AGENT'S NAME. The Trust shall not use the name of
-----------------------------
the Transfer Agent in any Prospectus, Statement of Additional Information,
shareholders' report, sales literature or other material relating to the Trust
in a manner not approved prior thereto in writing; provided, that the Transfer
Agent shall approve all reasonable uses of its name which merely refer in
accurate terms to its appointment hereunder or which are required by the
Commission or a state securities commission.
17. USE OF TRUST'S NAME. The Transfer Agent shall not use the name of
--------------------
the Trust or material relating to the Trust on any documents or forms for other
than internal use in a manner not approved prior thereto in writing; provided,
that the Trust shall approve all reasonable uses of its name which merely refer
in accurate terms to the appointment of the Transfer Agent or which are required
by the Commission or a state securities commission.
18. SECURITY. The Transfer Agent represents and warrants that, to best
---------
of its knowledge the various procedures and systems which the Transfer Agent has
implemented or will implement with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause (including provision for 24
hours-a-day restricted access) of the Trust's records and other data and the
Transfer Agent's records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as in its judgement are required for the
secure performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis.
19. MISCELLANEOUS
-------------
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or the Transfer Agent, shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Trust:
WPG Growth Fund
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx X. Xxxxx
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To the Transfer Agent:
Boston Safe Deposit and Trust Company
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx
(b) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) All books, records, data and other information pertaining to
the Trust and its shareholders, including without limitation the names and
addresses of such shareholders, shall be maintained as confidential by the
Transfer Agent, its employees and its subcontractors, if any, and neither the
Transfer Agent nor such employees or subcontractors shall use any of such
information for any reason other than performing their respective obligations
under this Agreement, and shall not disclose or turn over any of such
information to any other person or entity unless required by law or requested by
the Trust to do so.
20. LIABILITY OF TRUSTEES, OFFICERS AND SHAREHOLDERS. The execution and
-------------------------------------------------
delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this Agreement are
not binding upon any of the Trustees or shareholders of the Trust, but bind only
the trust property of the Trust as provided in the Declaration of Trust.
-10-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized as of
the day and year first above written.
WPG GROWTH FUND
By:
-------------------------------------
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By:
-------------------------------------
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TRANSFER AGENCY AGREEMENT
FEE SCHEDULE
SCHEDULE A
WPG Fund agrees to pay Boston Safe Deposit and Trust Company an annual
fee of $14.00 per shareholder account. Such fee to be payable monthly by WPG
Fund and calculated on 1/12 basis.
SPECIAL SERVICES
----------------
Fees for activities of a non-recurring nature such as portfolio
consolidation or reorganization, extraordinary shipment and the preparation of
special reports will be subject to negotiation.
-12-
SCHEDULE B
OUT-OF-POCKET EXPENSES
----------------------
The Trust shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o postage
o mailing, including labor charges
o forms
o outgoing wire charges
o telephone o Federal Reserve charges for check clearance
o retention of records
o microfilm/microfiche
o stationery
o insurance
o if applicable, terminals, transmitting lines and any expenses
incurred in connection with such terminals and lines
o all other miscellaneous expenses reasonably incurred by the
Transfer Agent
The Trust agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with the Transfer Agent. Any expense
representing a purchase exceeding $5,000 must be approved by the Trust in
writing prior to the purchase. In addition, the Trust will promptly reimburse
the Transfer Agent for any other expenses incurred by the Transfer Agent as to
which the Trust and the Transfer Agent mutually agree that such expenses are not
otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
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SCHEDULE C
DUTIES OF THE TRANSFER AGENT (See Exhibit 1 for Summary of Services)
----------------------------
1. SHAREHOLDER INFORMATION. The Transfer Agent shall maintain a record
------------------------
of the number of Shares held by each holder of record which shall include their
addresses and taxpayer identification numbers and which shall indicate whether
such shares are held in certificated or uncertificated form.
2. SHAREHOLDER SERVICES. The Transfer Agent will investigate all
--------------------
Shareholder inquiries relating to Shareholder accounts and will answer all
correspondence from Shareholders and others relating to its duties hereunder and
such other correspondence as may from time to time be mutually agreed upon
between the Transfer Agent and the Trust. The Transfer Agent shall keep records
of shareholder correspondence and replies thereto, and of the lapse of time
between the receipt of such correspondence and the mailing of such replies, and
shall report to the Trust on such matters from time to time as the Trust may
reasonably require.
3. STATE REGISTRATION REPORTS. The Transfer Agent shall furnish the
---------------------------
Trust on a state- by-state basis, sales reports, such periodic and special
reports as the Trust may reasonably request, and such other information,
including Shareholder lists and statistical information concerning accounts, as
may be agreed upon from time to time between the Trust and the Transfer Agent.
4. SHARE CERTIFICATES
------------------
(a) At the expense of the Trust, the Transfer Agent shall maintain
an adequate supply of blank share certificates for the Trust to meet the
Transfer Agent's requirements therefor. Such share certificates shall be
properly signed by facsimile. The Trust agrees that, notwithstanding the death,
resignation, or removal of any Officer of the Trust whose signature appears on
such certificates, the Transfer Agent may continue to countersign certificates
which bear such signatures until otherwise directed by the Trust.
(b) The Transfer Agent shall issue replacement share certificates
in lieu of certificates which have been lost, stolen or destroyed without any
further action by the Board of Trustees or any Officer of the Trust, upon
receipt by the Transfer Agent of properly executed affidavits and lost
certificate bonds, in form satisfactory to the Transfer Agent, with the Trust
and the Transfer Agent as obligees under the bond.
(c) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the holder of
record. With
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respect to shares held in open accounts or uncertificated form, I.E., no
certificate being issued with respect thereto, the Transfer Agent shall maintain
comparable records of the record holders thereof, including their names,
addresses and taxpayer identification numbers. The Transfer Agent shall further
maintain a stop transfer record on lost and/or replaced certificates.
5. MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. The
--------------------------------------------------------
Transfer Agent will address and mail to Shareholders of the Trust, all reports
to Shareholders, such other communications as the Trust may authorize, dividend
and distribution notices and proxy material for the Trust's meetings of
Shareholders. In connection with meetings of Shareholders, the Transfer Agent
will prepare Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies voted
prior to meetings, act as inspector of election at meetings and certify Shares
voted at meetings.
6. SALES OF SHARES
---------------
(a) PROCESSING OF INVESTMENT CHECKS OR OTHER INVESTMENTS. Upon
-----------------------------------------------------
receipt of any check or other instrument drawn or endorsed to it as agent for,
or identified as being for the account of the Trust, or drawn or endorsed to the
distributor of the Trust's Shares for the purchase of Shares, the Transfer Agent
shall stamp the check with the date of receipt, shall forthwith process the same
for collection and, shall record the number of Shares sold, the trade date and
price per Share, and the amount of money to be delivered to the Custodian of the
Trust for the sale of such Shares. Upon receipt of an order to purchase shares
from a broker or dealer pursuant to procedures with such be mutually agreed
between the Trust Agent and the Transfer Agent, the Transfer shall record the
number of shares sold for the account of such broker or dealer, the trade date
and price per share, and the amount of money to be delivered to the Custodians
of the Trust for the sale of such Shares and shall confirm such order and amount
to the broker or dealer promptly in accordance with industry practice.
(b) ISSUANCE OF SHARES. Upon receipt of notification that the
-------------------
Custodian has received the amount of money specified in the immediately
preceding paragraph, the Transfer Agent shall issue to and hold in the account
of the purchaser/shareholder, or if no account is specified therein, in a new
account established in the name of the purchaser, the number of Shares such
purchaser is entitled to receive, as determined in accordance with applicable
Federal law or regulation.
(c) CONFIRMATION. The Transfer Agent shall send to the
-------------
purchaser/shareholder a confirmation of each purchase which will show the new
share balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares,
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or will be in such other form as the Trust and the Transfer Agent may agree from
time to time.
(d) SUSPENSION OF SALE OF SHARES. The Transfer Agent shall not be
-----------------------------
required to issue any Shares of Trust where it has received a Written
Instruction from the Trust or written notice from any appropriate Federal or
state authority that the sale of the Shares of the Trust has been suspended or
discontinued, and the Transfer Agent shall be entitled to rely upon such Written
Instructions or written notification.
(e) TAXES IN CONNECTION WITH ISSUANCE OF SHARES. Upon the issuance
--------------------------------------------
of any Shares in accordance with the foregoing provisions of this Section, the
Transfer Agent shall not be responsible for the payment of any original issue or
other taxes required to be paid in connection with such issuance.
(f) RETURNED CHECKS. In the event that any check or other order for
----------------
the payment of money is returned unpaid for any reason, the Transfer Agent will:
(i) give prompt notice of such return to the Trust or its designee; (ii) place a
stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as the Transfer Agent may from time to time
deem appropriate.
7. REDEMPTIONS
-----------
(a) REQUIREMENTS FOR TRANSFER OR REDEMPTION OF SHARES. The Transfer
--------------------------------------------------
Agent shall process all requests from shareholders to transfer or redeem Shares
in accordance with the procedures set forth in the Trust's Prospectus or as
authorized by the Trust pursuant to Written Instructions, including, but not
limited to, all requests from shareholders to redeem Shares of each Portfolio
and all determinations of the number of Shares required to be redeemed to fund
designated monthly payments, automatic payments or any other such distribution
or withdrawal plan.
The Transfer Agent will transfer or redeem Shares upon receipt of
Written Instructions and Share certificates, if any, properly endorsed for
transfer or redemption, accompanied by such documents as the Transfer Agent
reasonably may deem necessary to evidence the authority of the person making
such transfer or redemption, and bearing satisfactory evidence of the payment of
stock transfer taxes, if any.
The Transfer Agent reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the endorsement on the instructions is valid
and genuine, and for that purpose it will require a guarantee of signature by a
member firm of a national securities exchange, by any national bank or trust
company or by any member bank of the Federal Reserve system. The Transfer Agent
also reserves the right to refuse to transfer or redeem Shares until it is
satisfied that the requested
-16-
transfer or redemption is legally authorized, and it shall incur no liability
for the refusal, in good faith, to make transfers or redemptions which the
Transfer Agent, in its good judgement, deems improper or unauthorized, or until
it is reasonably satisfied that there is no basis to any claims adverse to such
transfer or redemption.
The Transfer Agent may, in effecting transactions, rely upon the
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the provisions of Article 8 of the Uniform Commercial Code, as the
same may be amended from time to time in the Commonwealth of Massachusetts,
which in the opinion of legal counsel for the Trust or of its own legal counsel
protect it in not requiring certain documents in connection with the transfer or
redemption of Shares. The Trust may authorize the Transfer Agent to waive the
signature guarantee in certain cases by Written Instructions.
For the purpose of the redemption of Shares of each Portfolio which
have been purchased within 15 days of a redemption request, the Trust shall
provide the Transfer Agent with Written Instructions (see Exhibit 2 hereto)
concerning the time within which such requests may be honored.
(b) NOTICE TO CUSTODIAN AND TRUST. When Shares are redeemed, the
------------------------------
Transfer Agent shall, upon receipt of the instructions and documents in proper
form, deliver to the Custodian and the Trust a notification setting forth the
applicable Portfolio and the number of Shares to be redeemed. Such redemptions
shall be reflected on appropriate accounts maintained by the Transfer Agent
reflecting outstanding Shares of the Trust and Shares attributed to individual
accounts and, if applicable, any individual withdrawal or distribution plan.
(c) PAYMENT OF REDEMPTION PROCEEDS. The Transfer Agent shall, upon
-------------------------------
receipt of the moneys paid to it by the Custodian for the redemption of Shares,
pay to the shareholder, or his authorized agent or legal representative, such
moneys as are received from the Custodian, all in accordance with the redemption
procedures described in the Trust's Prospectus; provided, however, that the
Transfer Agent shall pay the proceeds of any redemption of Shares purchased
within a period of time agreed upon in writing by the Transfer Agent and the
Trust only in accordance with procedures agreed to in writing by the Transfer
Agent and the Trust for determining that good funds have been collected for the
purchase of such Shares, such written procedures attached to this Schedule as
Exhibit 2. The Trust shall indemnify the Transfer Agent for any payment of
redemption proceeds or refusal to make such payment if the payment or refusal to
pay is in accordance with said written procedures.
The Transfer Agent shall not process or effect any redemptions pursuant
to a plan of distribution or redemption or in accordance with any other
shareholder
-17-
request upon the receipt by the Transfer Agent of notification of the suspension
of the determination of the Trust's net asset value.
(d) CONFIRMATION. The Transfer Agent shall send to the redeeming
-------------
shareholder a confirmation of each redemption which will show the new share
balance, the Shares held under a particular plan, if any, for withdrawing
investments, the price paid for the redeemed Shares, or will be in such other
form as the Trust and the Transfer Agent may agree from time to time.
8. DIVIDENDS
---------
(a) NOTICE TO TRANSFER AGENT AND CUSTODIAN. Upon the declaration of
---------------------------------------
each dividend and each capital gains distribution by the Board of Trustees of
the Trust with respect to Shares of a Portfolio, the Trust shall furnish to the
Transfer Agent a copy of a resolution of its Board of Trustees certified by the
Secretary setting forth with respect to Shares of such Portfolio, the date of
the declaration of such dividend or distribution, the ex-dividend date, the date
of payment thereof, the record date as of which shareholders entitled to payment
shall be determined, the amount payable per Share to the shareholders of record
as of that date, the total amount payable to the Transfer Agent on the payment
date and whether such dividend or distribution is to be paid in Shares of such
class at net asset value.
On or before the payment date specified in such resolution of the Board
of Trustees, the Trust will cause the Custodian of the Trust to pay to the
Transfer Agent sufficient cash to make payment to the shareholders of record as
of such payment date.
(b) PAYMENT OF DIVIDENDS BY THE TRANSFER AGENT. The Transfer Agent
-------------------------------------------
will, on the designated payment date, automatically reinvest all dividends in
additional Shares at net asset value (determined on the er-dividend date of such
dividend) with respect to shareholders who have elected such reinvestment, and
mail to each shareholder on a monthly basis at his address of record, or such
other address as the shareholder may have designated, a statement showing the
number of full and fractional Shares (rounded to three decimal places) then
currently owned by the shareholder and the net asset value of the Shares so
credited to the shareholder's account. All other dividends shall be paid in
cash, by check, to shareholders or their designees by mailing such checks on
such payment date.
(c) INSUFFICIENT FUNDS FOR PAYMENTS. If the Transfer Agent does not
--------------------------------
receive sufficient cash from the custodian to make total dividend and/or
distribution payments to all shareholders of the Trust as of the record date,
the Transfer Agent will, upon notifying the Trust, withhold payment to all
shareholders of record as of the record date until such sufficient cash is
provided to the Transfer Agent.
-18-
(d) INFORMATION RETURNS. It is understood that the Transfer Agent
--------------------
shall file such appropriate information returns concerning the payment of
dividends, return of capital and capital gain distributions with the proper
Federal, state and local authorities as are required by law to be filed and
shall be responsible for the withholding of taxes, if any, due on such dividends
or distributions to shareholders when required to withhold taxes under
applicable law.
9. ASSISTING PRICING AND RECORD KEEPING AGENT. The Transfer Agent shall
-------------------------------------------
give timely notice of such information in its possession as may be reasonably
required by the Trust's agent responsible for determining the daily net asset
value of the Shares and keeping the books and records of the Trust, and shall
coordinate with such agent to reconcile any differences between them as to
outstanding Shares or any information relevant thereto. The Transfer Agent shall
also provide such agent with estimates of its fees and expenses hereunder for
purposes of accruals for valuation of Shares and the financial records of the
Trust.
-19-
Exhibit 1
to
SCHEDULE C
SUMMARY OF SERVICES
The services to be performed by the Transfer Agent shall be as follows:
A. DAILY RECORDS
-------------
Maintain daily on disc the following information with respect to each
shareholder account as received:
o Name and Address (Zip Code)
o Balance of Shares held by Transfer Agent
o State of residence code
o Beneficial owner code: i.e. male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
o Tax information (certified tax information number, any backup
withholding)
o Telephone numbers
B. OTHER DAILY ACTIVITY
--------------------
o Answer written inquiries relating to shareholder accounts (matters
relating to portfolio management, distribution of Shares and other
management policy questions will be referred to the Trust).
o Furnish a Statement of Additional Information to any shareholder
who requests (in writing or by telephone) such statement from the
Transfer Agent.
o Examine and process Share purchase applications in accordance with
the Prospectus.
o Furnish Forms W-9 and W-8 to all shareholders whose initial
subscriptions for Shares did not include taxpayer identification
numbers.
o Process additional payments into established shareholder accounts
in accordance with the Prospectus.
-20-
o Upon receipt of proper instructions and all required documentation,
process requests for redemption of Shares.
o Provide share balance and other pertinent information to the
Trust's pricing and recordkeeping agent.
o Identify redemption requests made with respect to accounts in which
Shares have been purchased within an agreed-upon period of time for
determining whether good funds have been collected with respect to
such purchase and process as agreed by the Transfer Agent and the
Trust in accordance with written procedures set forth in the
Trust's Prospectus.
o Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
o Issue and mail replacement checks.
C. REPORTS PROVIDED TO THE TRUST
-----------------------------
Furnish the following reports to the Trust:
o Daily financial totals
o Monthly Form N-SAR information (sales/redemptions)
o Monthly report of outstanding Shares
o Monthly analysis of accounts by beneficial owner code
o Monthly analysis of accounts by share range
o Bi-monthly analysis of sales by state; provide a "warning system"
that informs the Trust when sales of Shares in certain states are
within a specified percentage of the Shares registered in the
state.
D. DIVIDEND ACTIVITY
-----------------
o Calculate and process Share dividends and distributions as
instructed by the Trust.
o Compute, prepare and mail all necessary reports to shareholders,
federal and/or state authorities as requested by the Trust.
-21-
E. MEETINGS OF SHAREHOLDERS
------------------------
o Cause to be mailed proxy and related material for all meetings of
Shareholders. Tabulate returned proxies (proxies must be adaptable
to mechanical equipment of the Transfer Agent or its agents) and
supply daily reports when sufficient proxies have been received.
o Prepare and submit to the Trust an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if requested
by the Trust.
F. PERIODIC ACTIVITIES
-------------------
o Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Trust (material must be adaptable to mechanical
equipment of Transfer Agent or its agents).
-22-
Exhibit 2
to
SCHEDULE C
It is hereby agreed between the Trust and the Transfer Agent that
Shares purchased by personal check may be redeemed only after they are deemed to
have been collected in accordance with the attached check-aging schedule. The
check-aging schedule, which is based upon a shareholder's address of record,
designates the number of days between the receipt of an investment check by the
Transfer Agent and the date on which funds provided by such checks will be
deemed to have been collected.
-23-
CHECK-AGING SCHEDULE
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
---- ------- ----------------- -------
01 AL Alabama 9
02 AK Alaska 15
03 AZ Arizona 12
04 AR Arkansas 9
05 CA California 13
06 CO Colorado 11
07 CT Connecticut 7
00 XX Xxxxxxxx 0
00 XX Xxxxxxxx xx Xxxxxxxx 8
10 FL Florida 9
11 GA Georgia 9
12 HI Hawaii 15
13 ID Idaho 11
14 IL Illinois 10
15 IN Indiana 10
16 IA Iowa 10
17 KS Kansas 10
18 KY Kentucky 9
19 LA Louisiana 9
20 ME Maine 7
21 MD Maryland 8
22 MA Massachusetts 7
23 MI Michigan 10
-24-
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
---- ------- ----------------- -------
24 MN Minnesota 10
25 MS Mississippi 10
26 MO Missouri 10
27 MT Montana 11
28 NE Nebraska 10
29 NV Nevada 11
30 NH New Hampshire 7
31 NJ New Jersey 8
32 NM New Mexico 11
33 NY New York 8
34 NC North Carolina 9
35 ND North Dakota 11
36 OH Ohio 10
37 OK Oklahoma 11
38 OR Oregon 12
39 PA Pennsylvania 8
00 XX Xxxxx Xxxxxx 0
00 XX Xxxxx Xxxxxxxx 9
42 SD South Dakota 11
43 TN Tennessee 9
-25-
A-1
TRANSFER AGENCY AGREEMENT
FEE SCHEDULE
SCHEDULE A
Payment by the Fund for the following fees shall be made as soon as
practicable but no later than 30 days after the receipt of a xxxx from the
Transfer Agent.
I. OPEN ACCOUNT FEES
-----------------
Effective November 1, 1990, the Fund shall pay the Transfer Agent an
annualized fee of $15.00 per shareholder account that is open during any monthly
period.
Effective September 1, 1991, the Fund shall pay the Transfer Agent an
annualized fee of $16.00 per shareholder account (the "1991 Rate") that is open
during any monthly period.
Effective November 1, 1992, the per account fee shall be increased from
the 1991 Rate by a percentage amount equal to two percent more than the
percentage increase in the then current Consumer Price Index (all urban
consumers) or its successor index, with a maximum increase of 7% (the "1992
Rate").
Effective November 1, 1993, the per account fee shall be increased from
the 1992 Rate by a percentage amount equal to two percent more than the
percentage increase in the then current Consumer Price Index (all urban
consumers) or its successor index, with a maximum increase of 5%.
Open Account fees shall be billed by the Transfer Agent monthly in
arrears on a prorated basis of 1/12th of the annualized fee for all accounts
that are open during such month.
II. CLOSED ACCOUNT FEES
-------------------
Effective November 1, 1990, the Fund will pay the Transfer Agent an
annual fee of $3.00 per closed account. On no less than an annual basis, the
Transfer Agent shall purge closed accounts based on the Fund's criteria. The
Fund shall be charged Closed Account Fees only on closed accounts that exist
after such purge.
III. MINIMUM MONTHLY FEES
--------------------
In the event that the Fund does not have enough open and closed
accounts to generate a fee of at least $1,500 for any month during the period
from November 1, 1990 to September 1, 1991, the Fund shall pay the Transfer
Agent a fee of $1,500 for that month. In the event that the Fund does not have
enough open and closed accounts to generate a fee of at least $2,000 for any
month during the period from September 1, 1991
A-2
to November 1, 1992, the Fund shall pay the Transfer Agent a fee of $2,000 for
that month.
IV. XXX FEES
--------
Effective November 1, 1990, the Transfer Agent will directly xxxx the
accounts of shareholders participating in a Xxxxx, Xxxx and Xxxxx Individual
Retirement Account (XXX), a Xxxxx, Xxxx and Xxxxx Simplified Employment Plan
Individual Retirement Account (SEP XXX), or a Xxxxx, Xxxx and Xxxxx Self
Employed Retirement Plan the following charges:
- Account Set Up Fee $ 5.00 per account set up
- Retirement Account Maintenance Fee $10.00 per plan account, per year
- Premature Distribution $10.00 per account
Effective January 1, 1991, the Account Set Up Fee will increase to
$10.00 per account set up and the Retirement Account Maintenance Fee will
increase to $15.00 per plan account, per year.
V. SERVICE CHARGES
---------------
The following service charges will be paid by the Fund as soon as
practicable but no later than 30 days after the receipt of an itemized xxxx from
the Transfer Agent.
- Programming enhancements of the System @ a base rate of $100 per
hour, plus or minus variances as approved by the Fund
- Overtime expenses incurred in the performance of servicing
responsibilities, as approved by the Fund in writing prior to the
work being performed, based upon estimates provided by TSSG
- Transmissions processing @ the rate of $500 per month
- Sorting advisor statements @ the rate of $400 per month.
A-3
XXXXX, XXXX AND XXXXX GROWTH FUND
AMENDMENT TO THE TRANSFER AGENCY AGREEMENT
This amendment, effective as of November 1, 1990, is made to the
Transfer Agency Agreement dated March 20, 1989 (the "1989 Agreement") between
XXXXX, XXXX AND XXXXX GROWTH FUND (the "Fund"), a Massachusetts business trust,
and THE SHAREHOLDER SERVICES GROUP, INC., (the "Transfer Agent"), a
Massachusetts corporation. The 1989 Agreement is amended as follows:
1. TRANSFER AGENT FEES. Schedule A of the 1989 Agreement is deleted and
--------------------
replaced with the attached Schedule A.
2. OUT-OF-POCKET EXPENSES. The following provisions are added to
-----------------------
Schedule B of the 1989 Agreement.
- Ad hoc reporting
- Incoming wires @ $6.00 per wire, Outgoing nonrepetitive wires @
$9.00 per wire and Outgoing repetitive wires @ $6.00 per wire.
Payment by the Fund for out-of-pocket fees shall be made as soon as
practicable but no later than 30 days after the receipt of a xxxx from
the Transfer Agent.
3. This Amendment contains the entire understanding among the parties
with respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with any
provision of the 1989 Agreement and related agreements, this Amendment shall
control, but the 1989 Agreement and all related documents shall otherwise remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers, as of the day and year first above written.
XXXXX, XXXX AND XXXXX GROWTH FUND
by:______________________________________
Title: ______________________________
THE SHAREHOLDER SERVICES GROUP, INC.
by:______________________________________
Title: ______________________________
A-4
ADDENDUM TO THE TRANSFER AGENCY AGREEMENT
THIS ADDENDUM effective April 1, 1997 (the "Addendum") is made to the
Transfer Agency Agreement dated March 20, 1989 (the "Transfer Agency Agreement")
by and between WPG Growth Fund (the "Trust") and First Data Investor Services
Group, Inc. (formerly known as The Shareholder Services Group, Inc., a successor
in interest to Boston Safe Deposit and Trust Company) (the "Transfer Agent").
WHEREAS, the parties are entering this Addendum to modify the
Agreement.
1. Modify Section III "Monthly Fees" of Schedule A by adding the following
sentence as the last sentence in this section:
"Effective April 1, 1997, for any month in which the Trust
does not have enough open and closed accounts to generate a
fee of at least $2,170, the Trust shall pay the Transfer Agent
a fee of $2,170 for that month."
This Addendum contains the entire understanding among the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this Addendum modifies or is otherwise inconsistent with any
provision of the prior agreements and related agreements, this Addendum shall
control, but the prior agreements and all related documents shall otherwise
remain in full force and effect.
IN WITNESS WHEREOF, each party has caused this Addendum to be executed
by its duly authorized representative on the date first stated above.
FIRST DATA INVESTOR SERVICES WPG GROWTH FUND
GROUP, INC.
By: /S/ XXXXX XXXXX By: /S/ XXXXXX XXXXXXX
------------------------------- ---------------------------------
Name: XXXXXX X. XXXXX Name: XXXXXX XXXXXXX
------------------------------- ---------------------------------
Title: EXECUTIVE VICE PRESIDENT Title: VP
------------------------------- ---------------------------------
